SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549



                                       FORM 8-K

                                    CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the Securities
                                 Exchange Act of 1934



                   Date of Report (Date of earliest event reported)

                                   December 6, 1994


                                  ASHLAND COAL, INC.
                (Exact name or registrant as specified in its charter)



                    Delaware            1-9993              61-0880012
          (State or other     (Commission file number)    (I.R.S.Employer
           jurisdiction of                              Identification No.)
           incorporation or 
           organization)                                
           


               2205 Fifth Street Road, Huntington, West Virginia  25701
               (Address of principal executive offices)  (Zip Code)



                   P.O. Box 6300, Huntington, West Virginia  25771
                                 (Mailing Address)          (Zip Code)



         Registrant's telephone number, including area code:  (304) 526-3333







          Item 1.   Changes in Control of Registrant.

               Ashland Oil,  Inc., a Delaware corporation  ("Ashland Oil"),
          has reported  it has entered into  a Put and Call  Agreement (the
          "Agreement")  with  Saarbergwerke   AG  ("Saarberg")  that  gives
          Ashland  Oil an option (the "Call Option") to purchase 150 shares
          of Ashland Coal,  Inc. ("Ashland Coal")  Class B Preferred  Stock
          (the "Class  B Preferred") held  by Saarberg, and  gives Saarberg
          the  option (the "Put Option") to require Ashland Oil to purchase
          the Class B Preferred held by Saarberg,  in each case in February
          1995.  The effectiveness  of the  Agreement was  conditioned upon
          approval  of  the transaction  by  Saarberg's  Supervisory Board.
          Ashland  Coal understands  approval was  obtained on  December 6,
          1994. 

               Upon  exercise of  the Call  Option or  the Put  Option, the
          purchase  is  subject to  certain  closing  conditions under  the
          Agreement, including  receipt  of  governmental  approvals.    In
          addition,  pursuant  to a  Restated Shareholders  Agreement dated
          December 12, 1991, as  amended August 6, 1993 (the  "Shareholders
          Agreement")  among Ashland Oil,  Saarberg, Carboex International,
          Inc. ("Carboex") and Ashland  Coal, Carboex has a right  of first
          refusal  to purchase  about 20.6%  of the  Class B  Preferred (31
          shares).   The  Shareholders  Agreement  also requires  Carboex's
          consent  to the Sale of Class B  Preferred, which consent may not
          be unreasonably withheld. 

               As  of  December 15,  1994,  Ashland Oil  reported  it owned
          7,071,827 shares  of par  value $.01  Ashland  Coal Common  Stock
          ("Common  Stock"), which  equates to  about 38.6%  of the  voting
          power  of  Ashland Coal  in matters  other  than the  election of
          directors.   Assuming the exercise  of either the  Call Option or
          Put  Option in February 1995, and the immediate conversion of the
          150  shares of Class B  Preferred into Common  Stock, Ashland Oil
          would own a total of 9,823,727 shares of Common Stock which would
          constitute about 53.7%  of the  voting power of  Ashland Coal  in
          matters  other than  the election of  directors. Ashland  Oil has
          stated  its intention  to  exercise the  Call  Option during  the
          February 1995 exercise period.  The purchase price of the Class B
          Preferred pursuant to the  exercise of either the Call  Option or
          the Put Option  is $110,076,000.  Ashland Oil has stated that the
          consideration  for the purchase  price will be  provided from the
          issuance of corporate debt. 

               Assuming  Carboex  does  not  exercise its  right  of  first
          refusal  under the Shareholders Agreement, Ashland Oil's proposed
          purchase  of  150 shares  of Class  B  Preferred pursuant  to the
          Agreement  will permit  Ashland Oil  to elect  a majority  of the
          members of Ashland Coal's  Board of Directors and will  result in
          Ashland Oil obtaining majority voting power in Ashland  Coal with
          respect  to  matters  that may  be  determined  by  holders of  a
          majority  of Ashland  Coal Common  Stock. The  Agreement provides



          that upon the closing  of Ashland Oil's  purchase of the Class  B
          Preferred,  the  two directors  elected  by  Saarberg to  Ashland
          Coal's Board of Directors will resign.

               Ashland Coal currently has  a ten-member Board of Directors,
          and Ashland Oil's current  holdings of Common Stock permit  it to
          elect  four  members of  the  Board of  Directors.  Under Ashland
          Coal's  certificate  of incorporation,  the  holders  of Class  B
          Preferred and Class C Preferred Stock, voting together as a class
          and using cumulative voting, have the right to elect one director
          to Ashland Coal's Board of Directors for every 63 shares of Class
          B Preferred and  Class C  Preferred Stock held  by such  holders,
          provided  that  the  maximum number  of  directors  which can  be
          elected by holders of the Class B Preferred and C Preferred Stock
          is three. Assuming Carboex  does not exercise its right  of first
          refusal under the Shareholders  Agreement, upon conversion of the
          Class  B Preferred,  the  number  of  members  of  the  Board  of
          Directors  that could be elected by holders of Common Stock would
          automatically increase from seven to nine members and the holders
          of Common Stock obtained in such conversion would vote with other
          Common Stockholders in the election of directors. Ashland Oil has
          stated  it does  not  currently intend  to  convert any  Class  B
          Preferred that  it acquires  into Common Stock.  Nevertheless, if
          Carboex does not exercise  its right of first refusal,  by voting
          its  Common Stock holdings and the Class B Preferred, Ashland Oil
          could  elect  six members  of  the  current ten-member  Board  of
          Directors. 

               In  addition,   in  matters  other  than   the  election  of
          directors, under Ashland Coal's certificate of incorporation  the
          holders of the Class B Preferred and Class C Preferred Stock vote
          with  holders of Common Stock  as if the Preferred Stock had been
          converted  into Common  Stock. Each  share  of Class  B Preferred
          Stock  is  presently convertible  into  18,346  shares of  Common
          Stock.  This conversion rate increases to 19,596 shares of Common
          Stock on August 18,1998,  and to 20,846 shares of Common Stock on
          August 18, 2003. As  noted above, at the current  conversion rate
          the acquisition  of the Class  B Preferred, coupled  with Ashland
          Oil's current  holdings of Common  Stock, would give  Ashland Oil
          about  53.7%  of  the voting  power  in  matters  other than  the
          election  of  directors.   This gives  Ashland  Oil the  power to
          determine  the outcome of such matters to the extent determinable
          by majority vote.

               Except for the Agreement, as  of December 15, 1994,  Ashland
          Oil reported it has no current plans or proposals which relate to
          or  would  result  in  (a)  the  acquisition  by  any  person  of
          additional securities of Ashland Coal, except securities acquired
          through periodic reinvestment of dividends under the Ashland Coal
          Dividend Reinvestment and Stock Purchase Plan, or the disposition
          of  securities of  Ashland Coal;  (b) an  extraordinary corporate
          transaction,  such as  a  merger,  reorganization or  liquidation



          involving Ashland Coal or any of its subsidiaries; (c) a sale  or
          transfer of a material amount of assets of Ashland Coal or any of
          its  subsidiaries;  (d)  any  change  in  the  present  Board  of
          Directors or management of  Ashland Coal other than  as described
          above;  (e) any material change in  the present capitalization or
          dividend policy of Ashland Coal; (f) any other material change in
          Ashland Coal's  business or  corporate structure; (g)  changes in
          Ashland  Coal's  charter,  by-laws or  instruments  corresponding
          thereto or  other  actions which  may impede  the acquisition  of
          control of Ashland  Coal by any  person; (h)  the delisting of  a
          class  of securities  of  Ashland Coal;  (i)  a class  of  equity
          securities of  Ashland Coal becoming eligible  for termination of
          registration  pursuant to  Section  12(g)(4)  of  the  Securities
          Exchange Act of  1934; or (j) any action similar  to any of those
          enumerated above. 

          Item 5.  Other Events


               The  labor forces  at  Mingo  Logan  Coal  Company  and  its
          Mountaineer  Mining Company and  Bearco divisions ("Mingo Logan")
          are not currently unionized.  However, in a recent National Labor
          Relations  Board ("NLRB")  proceeding,  Mingo Logan  and  certain
          other employers with whom  Mingo Logan contracts for construction
          and  mining services were determined to be joint employers by the
          Acting Regional Director for NLRB Region  9.  As a consequence of
          this  ruling, the  bargaining unit  at Mingo  Logan's Mountaineer
          Mine for purposes of collective bargaining has been determined to
          be  comprised of employees of Mingo Logan and its contractors and
          these employees will vote together in the vote on the question of
          whether or  not to be represented  by the United Mine  Workers of
          America ("UMWA").  This vote is required by the NLRB decision.  A
          date for  the election has  not yet  been set.   Mingo Logan  has
          until January 3, 1995, to appeal to the full NLRB the decision of
          the Acting Regional Director.   It is Mingo Logan's  intention to
          appeal the decision  and Mingo  Logan expects to  prevail in  its
          appeal.

               If  an  election is  held,  Mingo  Logan believes  that  the
          employees of Mingo Logan and its contractors will reject the UMWA
          as their  representative for collective bargaining  purposes.  If
          Mingo Logan  is incorrect in its belief and the UMWA is chosen by
          such  employees   to  be  their  representative   for  collective
          bargaining purposes,  Mingo Logan  and such contractors  shall be
          obligated to bargain with the UMWA on the terms of employment.

          Item 7.  Financial Statements and Exhibits  

               2.1   Put and Call  Agreement between Ashland  Oil, Inc. and
          Saarbergwerke AG  (filed as Exhibit  A to Ashland  Oil's Schedule
          13D filed with  the SEC  on December 15,  1994, and  incorporated
          herein by reference).       






                                      SIGNATURES

               Pursuant to the requirements  of Section 13 or 15(d)  of the
          Securities Exchange Act of  1934, the registrant has duly  caused
          this  report to  be  signed on  its  behalf by  the  undersigned,
          thereunto duly authorized.


                                             ASHLAND COAL, INC.
                                             (Registrant)

                                             By:  /s/  Roy F. Layman       
                                                  Administrative Vice
                                                  President and Secretary


                                             Date:  December 21, 1994